xii. Transfer to general reserve
(pursuant to scheme of arrangement)3821.70 3821.70

OPERATIONS :

During the year under review, your Company has achieved a Total
Turnover of Rs. 13,767.81 lakhs which is 5.74% lower over the
corresponding previous financial year Rs. 14,606.87 lakhs. The Company
has achieved an absolute EBIDTA of Rs. 1,383.45 lakhs which is lower by
55.70% over the corresponding Rs 3,122.93 lakhs of the previous
financial year. The Profit after Tax is Rs. 507.43 lakhs which is 74.99 %
lower over the corresponding Rs. 2,029.20 lakhs of the previous financial
year. The Company has produced 72,18,441 Kgs of Tea during the
financial year as compared to 77,50,729 Kgs of tea in the previous
financial year.

OUTLOOK :

Your Company is hopeful in continuing the upward movement in the
production and continuous improvement of the quality of the tea
produced at all the Tea Estates belonging to your Company. The
consumption of tea has been increasing globally and price would
sustainas tea is one of the most popular and lowest cost beverages in
the world and consumed by a large number of people.Owing to its
increasing demand, tea is considered to be one of the major components
of world's beverage market. Your Company has adequate financial control
with reference to the Financial Statements.

LISTING OF EQUITY SHARES

Your Directors take immense pleasure to announce that your Company got
listed for trading in its equity shares with effect from July 25, 2014
with the Bombay Stock Exchange Limited (BSE) and The Calcutta Stock
Exchange Limited (CSE).

DIVIDEND

You will appreciate that, since its being early years of operations
after the demerger and also keeping in view the additional requirement
of funds for business operations, your Directors consider it prudent
not to recommend any dividend on the Equity Shares of the Company for
the financial year ended 31st March 2015.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes
necessary actions at appropriate times for enhancing and meeting
stakeholders'expectations while continuing to comply with the mandatory
provisions of Corporate Governance.Your Company has complied with the
requirements of revised Clause 49 of the Listing Agreement as issued by
Securities and Exchange Board of India and as amended from time to
time. Your Company has given its deliberations to provide all the
information in the Directors Report and the Corporate Governance Report
as per the requirements of Companies Act, 2013 and the Listing
Agreement entered by the Company with the Stock Exchanges, as a matter
of prudence and good governance.

A Report on Corporate Governance Practices and the Auditors Certificate
on compliance of mandatory requirements thereof is given as Annexure to
this report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given as annexure to
this report.

DEPOSITS

The Company has not accepted any deposit during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors Responsibility Statement as referred to in
section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors
hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting
standards havebeen followed along with proper explanation relating to
material departures;

ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern
basis; and

v) The Directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

PERSONNEL

The particulars and information of the employees as required under
Section 197(12)of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 has been set out as Annexure to this Report, attached hereto.

However, in terms of section 136(1) of the Companies Act, 2013 the
reports and Accounts are being sent to the members and other as
entitled there to, excluding the Statement of Particulars of the
Employees. The said annexure is available for inspection by the members
at the Registered Office of the Company during business hours on
working days upto the date of the ensuing Annual General Meeting. Any
member desirous of obtaining such particulars may write to the Company
at its Registered Office, where upon a copy would be sent. The full
Annual Report including the aforesaid information is available on the
Company's website.

Information related to conservation of energy, Research & Development,
technology absorption, foreign exchange earnings and outgo as required
under section 134(3)(m) of the Companies Act, 2013 and Rule8(3) of
Companies (Accounts) Rules, 2014 are given in the Annexure - A as
attached hereto and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the
Ethical Tea Partnership Programme. COMPANY'S WEBSITE

The website of your Company, www.jameswarrentea.com, has been designed
to present the Company's businesses up-front on the home page. The site
carries a comprehensive database of informationof all the Tea Estates
including the Financial Results of your Company, Shareholding pattern,
Director's & Corporate profile, details of Board Committees, Corporate
Policies and business activities of your Company. All the mandatory
information and disclosures as per the requirements of the Companies
Act, 2013 and Companies Rules 2014 and as per the Listing agreement has
been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments:

Mrs. Sucharita Basu De (DIN 6921540) has been appointed as an
Additional Director (Non Executive- Independent Director) of the
Company with effect from October 1, 2014 pursuant to Section 161 of the
Companies Act, 2013 and other applicable provisions of the said Act and
as per the requirements of clause 49 of the Listing agreement. She has
provided declaration of her independence as per Section 149(6) of the
Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013
and rules made thereunder, the aforesaid Director would hold the office
of Directors upto the date of ensuing Annual General Meeting of the
Company unless appointed as a Director of the Company by the
Shareholders.Amongst other terms, Mrs. Sucharita Basu De, when
confirmed by the Shareholders would no longer be required to retire by
rotation in view of Section 149(13) of the Companies Act, 2013 and can
hold the office for a consecutive period of five years as per Section
149(10) of the said Act and hence her appointment has been proposed
accordingly..

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable
provisions, of the Companies Act, 2013 Mr Anil Kumar Ruia (DIN
00236660), Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible offered himself for
re-appointment.

iii) Re-appointment of Wholetime Director:

a) Mr Ajay Kumar Singh (DIN 06748324) was appointed as the a Wholetime
Director of the Company on December 27, 2013 with effect from January
1, 2014 and the same was also confirmed by the shareholders in its
meeting held on December 30, 2013. His term of appointment is for a
period of 18 months and which would expire on June 30, 2015. Pursuant
to the provisions of sections 196, 197, 203 read with Schedule V and/or
any other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment thereof
for the time being in force), Mr Ajay Kumar Singh has been re-appointed
as a Wholetime Director of the Company by the Board in its meeting held
on May 16, 2015 for a further period of 3 (three) years with effect
from July 1, 2015, at a remuneration and on such terms and conditions
as recommended by the Nomination & Remuneration Committee in its
meeting held on May 16, 2015, subject to shareholders' approval in the
ensuing Annual General meeting of the Company. His re-appointment as a
Whole Time Director has been proposed accordingly.

b) Mr. Akhil Kumar Ruia (holding DIN 03600526) and Mr. Ankit Govind
Ruia (holding DIN 05195831) have beenre-appointed as Whole-time
Directors of the Company for a period of 3 (Three) years with effect
from July 1, 2015, subject to approval of shareholders in the ensuing
annual general meeting and the Central Government and/or any such other
consents, permissions and approvals as may be necessary on such terms
and conditions including payment of remuneration, as set out in the
Statement annexed to the notice convening this meeting and on such
remuneration as recommended by the Remuneration Committee and approved
by the Board of Directors, terminating their earlier terms of
remuneration.

iv) Appointment of Wholetime- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable
provisions of the Companies Act, 2013,the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of
Companies (Accounts) Rules, 2014 the Board has appointed the following
personnel as the designated Wholetime Key Managerial Personnel of the
Company within the meaning of the said section.

a) Mr Ajay Kumar Singh - Wholetime Director.

b) Mr Deo Kishan Kothari - Chief Financial Officer.

c) Mr Vikram Saraogi - Company Secretary & Compliance Officer.

None of the KMPs have resigned during the year 2014-15.

None of the Directors of the Company as mentioned in item nos (i), (ii)
& (iii) are disqualified as per section 164(2) of the Companies Act,
2013. The Directors have also made necessary disclosures to the extent
as required under provisions of section 184(1) & 149(6) of the
Companies Act, 2013, as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to section 135 of the Companies Act, 2013 and the relevant
Rules, the Board has constituted the CSR Committee under the
Chairmanship of Mr Ajay Kumar Singh. The other members of the CSR
Committee are Mr. Akhil Kumar Ruia, Mr. Ankit Govind Ruia and Mr.
Harshvardhan Saraf. Other details of the Committee is mentioned in the
Corporate Governance Report attached as Annexure to this Board's Report
and the CSR activities are mentioned in the 'AnnualReport on CSR
Activities' enclosed as Annexure B to this Report.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor:

The Statutory Auditor M/s Singhi & Company, Chartered Accountants,
holds office upto the conclusion of the Annual General Meeting (AGM) to
be held for the financial year 2016-17, subject to ratification by the
shareholders in every AGM. Accordingly, the Board on recommendation of
Audit committee has proposed for ratification of their appointment in
the office of Statutory Auditors of the Company for the financial year
2015-16.

The Notes to Accounts, as referred in the Auditors Report are
self-explanatory and hence does not call for any further explanation.

(ii) Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, the Board of
Directors on recommendation of the Audit Committee had re-appointed M/s
Debabrota Banerjee & Associates, Cost Accountants, as the Cost Auditors
of the Company for the financial year 2015-16. The Company has received
consent and confirmation of eligibility for their re-appointment as the
Cost Auditors of the Company for the year 2015-16.

(iii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla, Practicing
Company Secretary, as the Secretarial Auditor of the Company to carry
out the Secretarial Audit for the year 2014-15 under the provisions of
section 204 of the Companies Act, 2013. The report of the Secretarial
Auditor is enclosed as Annexure MR-3 to this Board's Report, which is
self-explanatory and hence do not call for any further explanation.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the
Company is already in force and the same has been placed on the
Company's website: www.jameswarrentea.com.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations,
1992, your Company has already adopted the Code of Conduct for
prevention of Insider Tradingand the same is also placed on the
Company's website: www. jameswarrentea.com. Further, in accordance
with the provisions of Regulation 8 of SEBI (Prohibition of Insider

Trading) Regulations, 2015, the Board of Directors of the Company at
their meeting held on May 16, 2015 have approved and adopted the code
of practices and procedure for fair disclosure of Unpublished Price
Sensitive Information and formulated the code of conduct of the
Company.

DISCLOSURES AS PER APPLICABLE ACTAND LISTING AGREEMENT:

i) Related Party Transactions:

All transaction entered with related parties during the f.y. 2014-15
were on arm's length basis and were in the ordinary course of business
and provisions of Section 188(1) are not attracted. There have been no
materially significant related party transactions with the Company's
Promoters, Directors and others as defined in section 2(76) of the
Companies Act, 2013 and the listing agreementwhich may have potential
conflict of interest with the Company at large. Accordingly, disclosure
in Form AOC 2 is attached.

The necessary disclosures regarding the transactions are given in the
notes to accounts. The Company has also formulated a policyon dealing
with the Related Party Transactions and necessaryapproval of the audit
committee and Board of Directors weretaken wherever required in
accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 4 (four) times in the year 2014-15. The
Details of the Board meeting and attendance of the Directors are
provided in the Corporate Governance Report, attached as Annexure to
this Board's Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of
Mr. Rajendra Kumar Kanodia. Complete details of the Committee are
given in the Corporate Governance Report, attached as Annexure to this
Board's Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return as
provided under section 92(3) of the Companies Act, 2013 is enclosed as
Annexure MGT-9.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about
the Risk assessment and mitigation plans and periodical reviews to
ensure that the critical risks are controlled by the executive
management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as
required under section 134(5)(e) of the Act. During the year such
controls were tested with reference to financial statements and no
reportable material weakness in the formulation or operations were
observed.

vii) Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed
its surplus funds in Securities, Bonds, units of Mutual Funds, Fixed
deposits, etc. which is within the overall limit of the amount and
within the powers of the Board as applicable to the Company in terms of
section 179 and 186 of the Companies Act, 2013. The particulars of all
such loans, guarantees and investments are entered in the register
maintained by the Company for the purpose.

viii) Post Balance Sheet events:

There is no material changes in commitments affecting the financial
position of the Company occurred since the end of the financial year
2014-15.

ix) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint
ventures, during the year under review.

x) Evaluation of the Board's Performance:

During the year under review, the Board, in compliance with the
Companies Act, 2013 and Clause 49 of the Listing Agreement, has adopted
a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of
the Board. The exercise was carried out through a structured evaluation
process covering various aspects of the Boards functioning such as
composition of the Board & Committees, experience & competencies,
performance of specific duties & obligations, governance issues etc.
Separate exercise was carried out to evaluate the performance of
individual Directors including the Board, as a whole and the Chairman,
who were evaluated on parameters such as their participation,
contribution at the meetings and otherwise, independent judgments,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the
entire Board and that of the Chairman andthe Non-Independent Directors
were carried out by the Independent Directors in their separate
meeting.

The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Boardand its Committees with
the Company.

xi) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration
Committee has laid down a Nomination, Remuneration and Evaluation
Policy, in compliance with the provisions of the Companies Act, 2013
read with the Rules made therein and the Listing Agreement with the
stock exchanges (as amended from time to time). This Policy is
formulated to provide a framework and set standards in relation to the
followings and details on the same are given in the Corporate
Governance Report, attached as Annexure to this Board's Report:

a. Criteria for appointment and removal of Directors, Key Managerial
Personnel (KMP) and Senior Management Executives of the Company.

d. Criteria for determining qualifications, positive attributes and
independence of a Director.

xii) Vigil Mechanism (Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy and employees of
the Company are encouraged to escalate to the level of the Audit
Committee any issue of concerns impacting and compromising with the
interest of the Company and its stakeholders in any way. The Company is
committed to adhere to highest possible standards of ethical, moral and
legal business conduct and to open communication and to provide
necessary safeguards for protection of employees from reprisals or
victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on
the Company's website: www. jameswarrentea.com and also set out in the
Corporate Governance Report attached as Annexure to this Board's
Report.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude
to the Central and State Governments, Bankers and Investors for their
continuous support, cooperation and their valuable guidance to the
Company and for their trust reposed in the Company's management. The
Directors also commend the continuing commitment and dedication of the
employees at all levels and the Directors look forward to their
continued support in future.

For and on behalf of the Board of Directors

Akhil Kumar Ruia Arup Kumar Chowdhuri

Place : Kolkata Wholetime Director Director

Dated : 16.05.2015 DIN : 03600526 DIN : 00997826

Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the Fifth Annual Report
together with the Audited Annual Accounts of your Com- pany for the
year ended March 31, 2014.

xii.Transfer to general reserve
(pursuant to scheme of 3821.70 0.00
arrangement)

OPERATIONS

The Company has achieved a Total Turnover of Rs. 14606.87 lakhs and a
net profit of Rs. 2029.20 lakhs during the financial year in respect of
seven demerged Tea Estates in the Company. The Company has produced
77,50,729 Kgs of Tea during the financial year. The rationale behind
such improvement in the production is the implementation of requisite
measures for improvement in the productivity sector.

OUTLOOK

Your Company is hopeful in continuing the upward movement in the
production and improvement of the quality of the tea produced in all
the Tea Estates belonging to your Company. The consumption of tea has
been increasing globally and price would sustain as tea is one of the
most popular and lowest cost beverages in the world and consumed by a
large number of people. Owing to its increasing demand, tea is
considered to be one of the major components of world''s beverage
market.

SCHEME OF ARRANGEMENT

In terms of the recommendations of the Board of Directors and on your
due approval, the Company had filed a petition to the Gauhati High
Court for approving the Scheme of Arrangement between Warren Tea
Limited (WTL), the Company and their respective shareholders under the
provisions of section 391 and 394 of the Companies Act, 1956, for
demerger of seven Tea Estates (Dhoedaam Tea Estate, Deamoolie Tea
Estate, Rajah Alli Tea Estate, Thowra Tea Estate, Tippuk Tea Estate and
Balijan-H Tea Estate), situated in the diverse locations of the state
of Assam, from WTL into the business operations of the Company.

The Hon''ble Gauhati High Court, vide its order dated December 16, 2013
has approved the said Scheme of Arrangement between Warren Tea Limited,
the Company and their respective shareholders for demerger and transfer
of the James Warren Tea Division (Demerged Undertaking) of WTL together
with the assets and liabilities of WTL relating to the Demerged
Undertaking into the Company, w.e.f. April 1, 2011, being the appointed
date. Further, pursuant to the filing of the said High Court''s Order by
the Company and WTL to the Registrar of Companies (Shillong), the
Scheme has become effective from January 9, 2014.

The Board of Directors of the Company is now responsible for the
overall operations and supervision of these seven Tea Estates by having
their own administrative set up, control and supervision and also to
facilitate the tea business more effectively. Your Board of Directors
shall enable the smooth operation of the said tea business and set
forth the growth and development plans thereof.

LISTING OF SHARES ISSUED PURSUANT TO THE SCHEME

Pursuant to the approval of the Scheme of Arrangement by Hon''ble
Gauhati High Court and in terms of the said Scheme, the shareholders of
WTL were issued and allotted 1 (one) equity share of Rs. 10/- each in
the Company credited as fully paid up for every 1 (one) equity share of
Rs. 10/- each held by them in WTL as on the record date i.e. February
13, 2014, as fixed by WTL. The total 1,19,50,804 Equity Shares of face
value of Rs. 10/- each fully paid up, issued by the Company to all the
existing shareholders of WTL as on record date shall rank pari passu in
all respects with the existing equity shares of the Company. The
Company has applied for listing to the Stock Exchanges at BSE Limited
and the Calcutta Stock Exchange Limited. The Company has also initiated
the requisite compliances for Final Listing and trading of the shares
in both the Stock Exchanges.

DIVIDEND

In view of the very first year of operations of your Company after the
demerger and also keeping in view the additional requirement of funds
for business operations, your Directors consider it prudent not to
recommend any dividend on the Equity Shares of the Company for the year
ended 31st March 2014.

CORPORATE GOVERNANCE

Your Company has complied with the requirements of Clause 49 of the
Listing Agreement regarding Corporate Governance. A Report on
Corporate Governance Practices and the Auditors Certificate on
compliance of mandatory requirements thereof is given as annexure to
this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A report on Management discussion and analysis is given as annexure to
this report.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the period under
review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that :

a) In the preparation of annual accounts, containing financial
statements for the year ended March 31, 2014, the applicable accounting
standards have been followed along with proper explanations, wherever
required.

b) the Board has selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2014 and profit of the Company for the year
ended on March 31, 2014.

c) the Board has taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting any fraud and other irregularities.

d) the annual accounts have been prepared on a going concern basis.

PERSONNEL

During the financial year under review, no employee of the Company have
drawn remuneration as prescribed in Section 217(2A) of the Companies
Act, 1956 or rules made pursuant to the same, hence the particulars of
employees pursuant to said provisions are not required to be given.

INFORMATION AS PER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956

Information as per Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 related to conservation of energy,
Research & Development, technology absorption, foreign exchange
earnings and outgo are given in Annexure - ''A'' & ''B'' as attached hereto
and forming part of this Report.

All Tea Estates of your Company continue to be the participants of the
Ethical Tea Partnership Programme.

DIRECTORS

Mr. Harsh Vardhan Saraf, Mr. Abhiram Kastur Sheth, Mr Arup Kumar
Chowdhuri, Mr Rajendra Kumar Kanodia and Mr Raghav Lall were appointed
as an Additional Directors (designated as Independent Directors) of the
Company with effect from December 27, 2013 pursuant to the Section 260
of the Companies Act, 1956, other applicable provisions of the said Act
and the Articles of Association of the Company. Pursuant to the
provisions of Section 161 of the Companies Act, 2013 and rules made
thereunder, the Directors would hold the office of Directors upto the
date of ensuing Annual General Meeting of the Company unless appointed
as the Directors of the Company by the Shareholders. Amongst other
terms, they were liable to retire by rotation. Since the Independent
Directors would no longer be required to retire by rotation in view of
Section 149(13) of the Companies Act, 2013 and can hold the office for
a consecutive period of five years as per Section 149(10) of the said
Act, their appointment has been accordingly proposed.

Mr Ajay Kumar Singh was also appointed as an Additional Director of the
Company with effect from December 27, 2013 pursuant to the Section 260
of the Companies Act, 1956, other applicable provisions of the said Act
and the Articles of Association of the Company. Pursuant to the
provisions of Section 161 of the Companies Act, 2013 and rules made
thereunder he would hold the office of Director upto the date of the
ensuing Annual General Meeting of the Company unless appointed as the
Director of the Company. He was further appointed as a Whole Time
Director for a period of 18 (eighteen) months, w.e.f January 1, 2014 as
recommended by the Remuneration Committee and approved by the
shareholders in the Extra-ordinary General Meeting of the Company held
on December 30, 2013.

Mr Gurinder Singh Sodhi, was appointed as the Wholetime Director of the
Company, by the Board in its meeting held on October 25, 2013 for a
period of 18 (eighteen) months w.e.f December 1, 2013 as recommended by
the Remuneration Committee and approved by the Shareholders in the
Extra-ordinary General Meeting of the Company held on November 22,
2013.

Mr Akhil Kumar Ruia and Mr Ankit Govind Ruia, were appointed as the
Wholetime Directors of the Company, subject to shareholders'' approval
in the General Meeting, by the Board in its meeting held on February
24, 2014 for a period of 3 (three) years at a remuneration and on such
terms and conditions as recommended by the Remuneration Committee in
its meeting held on February 24, 2014. The remuneration payable to both
of the Wholetime Directors was revised w.e.f. 1st July, 2014, by the
Board in its meeting held on June 24, 2014, as recommended by the
Remuneration Committee and subject to the approval of Shareholders in
the General Meeting.

Mr. Raghav Lall, Non-Executive Independent Director of the Company and
Mr Gurinder Singh Sodhi, Wholetime Director of the Company, have
resigned from the Board of your Company with effect from March 31, 2014
and June 24, 2014, respectively. The Board places on record, its great
appreciation for the guidance and the invaluable services rendered by
both of them during their tenure as the Directors of the Company.

Pursuant to the provisions of Section 152 and other applicable
provisions, of the Companies Act, 2013 Mr Ankit Govind Ruia, Director
of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible offered himself for re-appointment.

None of the Directors of the Company are disqualified as per section
274(1)(g) of the Companies Act, 1956 and as per section 164(2) of the
Companies Act, 2013. The Directors have also made necessary disclosures
to the extent as required under provisions of section 184(1) & 149(6)
of the Companies Act, 2013.

STATUTORY AUDITORS

The Statutory Auditor M/s Singhi & Company, Chartered Accountants,
holds office upto the conclusion of the ensuing Annual General Meeting
(AGM). They have offered themselves for appointment as the statutory
auditors of the Company, to hold office from the conclusion of this AGM
until the conclusion of next 3 (three) consecutive AGMs, subject to
ratification of such appointment by the members at every AGM held
thereafter. Necessary certificate under section 139(1) of the Companies
Act, 2013 has been received from the Auditors confirming their
eligibility.

AUDITORS'' REPORT

The Notes to Accounts, as referred in the Auditors Report are self
explanatory and hence do not call for further explanation.

COST AUDITORS

In terms of order F No. 52/26/CAB-2010 dated 24.01.2012 issued by
Ministry of Corporate Affairs, Cost Audit Branch, Government of India,
your Directors have proposed Mr Debabrota Banerjee, Cost Accountants,
to be appointed as the Cost Auditors of the Company for the year
2014-15, subject to the requisite approvals from the concerned
authorities, as may be applicable. Necessary certificate and consent
letter from the said Auditor has been obtained, confirming their
eligibility.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 1992, your Company has adopted the Code
of Conduct for prevention of Insider Trading.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude
to the Central and State Governments, Bankers and Investors for their
continuous support, cooperation and their valuable guidance to the
Company and for their trust reposed in the Company''s management. The
Directors also commend the continuing commitment and dedication of the
employees at all levels and the Directors look forward to their
continued support in future.